G.R. No. 151319 - Manila Memorial Park Cemetery, Inc. vs. Linsangan

In 1984, Florencia C. Baluyot, an Agency Manager of Holy Cross Memorial Park under Manila Memorial Park Cemetery, Inc. (MMPCI), offered Atty. Pedro L. Linsangan a memorial lot (Garden Estate I, Lot A11(15), Block 83) under Contract No. 25012, total price ₱95,000.
Baluyot represented that the former buyer would be reimbursed and contract transferred to Linsangan upon payment of his share.

Linsangan paid Baluyot ₱35,295 (₱19,838 down payment + ₱15,457 reimbursement) and received handwritten and typewritten receipts.
In March–April 1985, Baluyot presented a new Offer to Purchase Contract No. 28660 listing a price of ₱132,250, but executed a letter promising Linsangan the old price of ₱95,000, crediting ₱19,838 as down payment and fixing ₱1,800/month for five years.
Relying on that letter, Linsangan signed Contract No. 28660, accepted Official Receipt No. 118912, and issued twelve postdated checks of ₱1,800 each in April 1985 and another set in April 1986.

On 25 May 1987, Baluyot verbally advised Linsangan that Contract No. 28660 was cancelled due to alleged nonpayment of arrearages and proposed a different lot, which Linsangan declined.
Linsangan filed a Complaint for Breach of Contract and Damages against MMPCI and Baluyot. MMPCI asserted Baluyot was an independent contractor with no authority to alter contracts, and that Linsangan defaulted under the written terms.
Trial Court (Branch 57, Makati RTC) held MMPCI and Baluyot jointly and severally liable, declaring Contract No. 28660 valid at ₱95,000 and ordering specific performance with credit for payments.

On 22 June 2001, the Court of Appeals affirmed, finding Baluyot an agent whose implied authority and MMPCI’s estoppel bound MMPCI to the lowered price agreement.
Motion for Reconsideration was denied on 12 December 2001.

MMPCI filed a Rule 45 petition, arguing (a) the written contract’s plain terms dictated a ₱132,250 price; (b) Baluyot exceeded her agency authority; (c) Linsangan, as a lawyer, should have known better; and (d) no ratification or estoppel applies.
Linsangan maintained he performed in good faith and that MMPCI acquiesced to Baluyot’s representations.

Whether Baluyot was an agent of MMPCI and, if so, whether she had authority to alter the contract price.
Whether MMPCI is bound by the alleged side agreement reducing the price to ₱95,000.
Whether MMPCI ratified or is estopped from denying Baluyot’s authority to bind it to the lowered price.
Whether Contract No. 28660 was validly cancelled for nonpayment under its terms.